Corporate Governance Report

Transcription

1 Corporate Governance Report Corporate Governance is a set of standards which aims to improve the Company s image, efficiency and effectiveness. It is the road map, which guides and directs the Board of Directors of the Company to govern the affairs of the Company in a manner most beneficial to all the Shareholders, the Creditors, the Government and the Society at large. The status of implementation of Clause 49 of the Listing Agreement with the Stock Exchanges on Corporate Governance in the Company is as under:- 1. HFCL Philosophy on Corporate Governance The cardinal principles of the Corporate Philosophy of HFCL on Corporate Governance can be summarised in the following words: Transparency, professionalism and Accountability With an Ultimate aim of value creation HFCL Corporate Philosophy envisages complete transparency and adequate disclosures with an ultimate aim of value creation for all players i.e. the Stakeholders, the Creditors, the Government and the Employees. 2. Board of Directors The Board composition is in compliance with the Clause 49 of the Listing Agreement as well as the Companies Act, As on 31st March, 2015, Company had 6 (six) Directors on the Board. More than fifty percent of the Board comprised of Non-Executive Directors. Out of 6 (six) Directors, 2 (two) are Non-Executive Independent Directors including 1 (one) Woman Director, 2 (two) Non-Executive Directors including 1 (one) Nominee Director and 2 (two) Wholetime Directors including one Promoter Managing Director as on 31 st March, The Chairman of the Board is Non- Executive Independent Director. The members on the Board possess adequate experience, expertise and skills necessary to manage the affairs of the Company in the most efficient manner. 2.1 Independent Directors Your Company has at its Annual General Meeting (AGM) held on 30th September, 2014 has appointed Shri Mahendra Pratap Shukla as an Independent Director to hold office for 2 (two) consecutive years for a term up to the conclusion of 29th Annual General Meeting pursuant to Section 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules 2014 (including any statutory modifications or re-enactment thereof for the time being in force). The Board of Directors of the Company at their meeting held on 18 th March, 2015 has also appointed Smt. Bela Banerjee as an Independent Director subject to the approval of shareholders in the ensuing Annual General Meeting. Independent Directors have submitted the declaration that they meet the criteria of Independence as per the provisions of Companies Act, 2013 and the Listing Agreement. None of the Independent Directors is holding directorship in more than 7 listed Companies. Company has issued the formal letter of appointments to both the Independent Directors in the manner provided under the Companies Act, 2013 and clause 49 of the Listing Agreement. 2.2 Familiarisation Programme The Clause 49(II B)7 of the Listing Agreement entered with the stock exchanges, mandates the Company to familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various programmes. The Company through its Managing Director/ Wholetime Director/ Senior Managerial Personnel conduct programmes/ presentations periodically to familiarize the Independent Directors with the strategy, business and operations of the Company. Such programmes/presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company s strategy, business model, operations, services and product offerings, organization structure, finance, sales and marketing, human resources, technology, quality of products, facilities and risk management and such other areas as may arise from time to time. The above programme also includes the familiarisation on statutory compliances as a Board member including their roles, rights and responsibilities. The Company also circulates news and articles related to the industry from time to time and provide specific regulatory updates. The Familirisation programme for Independent Directors in terms of clause 49 of the Listing Agreement is uploaded on the website of the Company and can be accessed through the following link:- FOR%20INDEPENDENT%20DIRCTORS.pdf 2.3 Board Meeting During the financial year 31 st March, 2015, 8 (eight) Board Meetings were held on , , , , , , and The Last Annual General Meeting was held on 30 th September,

2 Himachal Futuristic Communications Limited Annual Report The attendance of Directors at the Board Meetings held during the financial year under review as well as in the last Annual General Meeting and the number of the other Directorships/Committee positions presently held by them are as under:- Name Director Identification No. Category No. of other present Directorships held in public companies No. of Board Meetings Held Attended Attended last AGM ( ) Shareholdings in the Company Shri M P Shukla NEID Yes Nil Shri Mahendra Nahata PD [MD] No Shri Arvind Kharabanda WD Yes Nil Dr. R M Kastia NED No Nil Shri Y L Agarwal * NEID Yes Nil Shri S G Nadkarni** NED No Nil (IDBI Nominee) Shri Rajiv Sharma*** NED NA Nil (IDBI Nominee) Smt. Bela Banerjee**** NEID NA Nil [NEID - Non-Executive Independent Director, PD - Promoter Director, MD - Managing Director, WD - Wholetime Director, NED-Non Executive Director] *Ceased to be a Director w.e.f. 19 th March, 2015 ** Ceased to be a Director w.e.f. 17 th November, 2014 *** Appointed as a Nominee Director w.e.f. 17 th November, 2014 **** appointed as a Director w.e.f. 18 th March, 2015 None of the Non executive directors holds any share or convertible instrument of the Company. 2.4 Present Directorship in other Companies/Committee Position (including Himachal Futuristic Communications Ltd.) Sr. Name of Director Directorships (Name of Committee Position(s) No. Companies)* Name of the Company Committee(s) Position 1. Shri M P Shukla 1. HTL Ltd. Himachal Futuristic Audit Chairman Communications Ltd. Himachal Futuristic Stakeholders Chairman Communications Ltd. Relationship Himachal Futuristic Nomination & Member Communications Ltd. Remuneration HTL Ltd. Nomination & Member Remuneration HTL Ltd. Audit Chairman 2. Shri Mahendra Nahata 1. HTL Ltd. Reliance Jio Infocomm Ltd. Audit Member 2. Reliance Jio Infocomm Ltd. 3. HFCL Advance Systems (P) Ltd.** 4. DigiVive Services (P) Ltd.** 3. Shri Arvind Kharabanda Nil Himachal Futuristic Audit Member Communications Ltd. Himachal Futuristic Stakeholders Member Communications Ltd. Relationship 4. Dr. R M Kastia 1. HTL Ltd. Himachal Futuristic Stakeholders Member 2. Moneta Finance (P) Ltd.** 3. HFCL Advance Systems (P) Ltd.** Communications Ltd. Relationship Himachal Futuristic Nomination & Member Communications Ltd. Remuneration HTL Ltd. Audit Member 5. Shri Rajiv Sharma Nil Smt. Bela Banerjee 1. Media Matrix Worldwide Ltd. 2. Bharuch Dahej Railway Company Ltd. Himachal Futuristic Communications Ltd. Himachal Futuristic Communications Ltd. Media Matrix Worldwide Limited Nomination & Remuneration Audit Nomination & Remuneration Chairperson Member Member * The directorship held by directors as mentioned above does not include directorship of foreign companies, Section 8 companies and private limited companies, if any. ** Subsidiaries of Public Limited companies. 46

3 None of the Directors on the Board hold directorships in more than ten public companies and memberships in more than ten Committees and they do not act as Chairman of more than five Committees across all companies in which they are directors. 2.5 Meeting of Independent Directors The Independent Directors of the Company meet at least once in every financial year without the presence of Executive Directors or management personnels. All Independent Directors strive to be present at such meetings. During the Financial Year ended 31 st March, 2015, one meeting was held on 31 st March, Evaluation of Board / Independent Directors Effectiveness In terms of provision of Companies Act, 2013 read with Rules issued thereunder and clause 49 of the listing agreement, the Board of Directors, on recommendation of Nomination & Remuneration Committee, have evaluated the effectiveness of the Board. Accordingly performance evaluation of the Board, each Director and Committees was carried out for the financial year ended 31 st March, The evaluation of the Directors was based on various aspects which, interalia, included the level of participation in the Board Meeting, understanding their roles and responsibilities, business of the Company and also effectiveness of their contribution. 2.7 Information Placed before the Board In addition to the matters which statutorily requires Board s approval, the following matters as required under Code on Corporate Governance are also regularly placed before the Board :- Minutes of Audit Committee Meetings, Nomination & Remuneration Committee Meetings, Stakeholders Relationship Committee Meetings and other Committees of the Board. Matters related to accident, dangerous happenings, material effluent and pollution problems etc., if any. Details of Joint Venture / Collaboration agreements. Significant Labour problem. Quarterly/ Yearly financial results of the Company. Financial Statements, Audit Report and Board Report. Appointment, Remuneration and Resignation of Directors. Formation/ reconstitution of Board Committees. Disclosure of Directors interest and their shareholdings. Declaration of Independent Directors at the time of appointment /annually. Appointment or removal of Key Managerial Personnels of the Company. Appointment of Internal Auditor and Secretarial Auditor. Secretarial Audit Report submitted by the Secretarial Auditor. Appointment and Fixing of remuneration of Auditor as recommended by the Audit Committee. Compliance Certificate certifying compliance with all laws as applicable to the Company. Declaration of Dividend. Issue of securities. Proposal for major investments, mergers, amalgamation and reconstructions. Reconciliation of Share Capital Audit under SEBI (Depositories and Participants) Regulations, Disclosure of material related party transactions, if any, with potential for conflict of interest. Quarterly details of Foreign Exchange exposures. Compliance with Regulatory and Statutory requirements including listing requirements and shareholders services. Details of show cause, demand, prosecution and penalty notices which are materially important. Any material default, in financial obligations to and by the Company or substantial non- payment of goods sold by the Company. Details of public or product liability, claims of substantial nature including any adverse judgments. Transactions involving substantial payments towards goodwill, brand equity or intellectual property. Sale of material nature of investments, subsidiaries and assets which are outside the normal course of business. Board minutes of the unlisted subsidiary companies. Statement of all significant transactions and arrangements entered into by the unlisted material subsidiary companies. 3. Committees of the Board In terms of the SEBI Code on the Corporate Governance, the Board of the Company has constituted the following Committees: - Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee Risk Management Committee 3.1 Audit Committee The Composition of the Audit Committee is in line with the provision of Section 177 of the Companies Act, 2013 and clause 49 of the listing agreement. The members of the Audit Committee are financially literate and have requisite experience in financial management. The followings are the members and their attendance at the Committee Meetings during the financial year ended 31 st March, 2015:- Name of Director Status No. of Meetings Held Attended Shri M P Shukla Chairman 7 7 Shri Arvind Kharabanda Member 7 7 Shri Y L Agarwal Member 7 7 (up to 18 th March,2015) Shri S G Nadkarni Member 4 2 (up to 16 th November, 2014) Smt. Bela Banerjee* (w.e.f.18 th March, 2015) Member 0 0 During the financial year ended 31st March, 2015, the Audit Committee met 7 (seven) times on , , , , , and

4 Himachal Futuristic Communications Limited Annual Report The broad terms of references of Audit Committee are as under: - Overseeing the Company s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible. Recommending the appointment / re-appointment of external and internal auditors, tax auditors, cost auditors, fixation of statutory audit fees, internal audit fees and tax audit fees and also approval for payment of any other services. Review with management, the annual financial statements before submission to the Board. Review quarterly un-audited/audited financial results/ quarterly review reports. Review the financial statements in particular of the investments made by the unlisted subsidiary companies. Review with management, performance of external and internal auditors, adequacy of internal control system. To do any internal investigations either departmentally or with the help of internal auditors or any other outside agency into matters where there is suspected fraud or irregularities. Discussions with external auditors before the audit commences about nature and scope of audit as well as have post audit discussions to ascertain any area of concern. Review the Company s financial and risk management policies. Recommend the appointment of Chief Financial Officer. To look into the reasons for substantial defaults in the payment to the depositors, debentureholders, shareholders and creditors. Review of the use/application of money raised through Public/Rights/Preference Issue. Approval or any subsequent modification of transactions of the Company with related parties. Review and monitor auditors independence and performance and effectiveness of audit process. Scrutiny of inter corporate loans and investments. Discussion with internal auditors of any significant findings and follow up thereon. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. Valuation of Undertakings or assets of the Company where it is necessary. To review the functioning of the Whistle Blower / Vigil mechanism. Evaluation of Internal Financial control and risk management system. Shri Mahendra Pratap Shukla, Non-Executive Independent Director is the Chairman of the Committee. The Company Secretary acts as Secretary to the Committee. The Audit Committee during the year has approved the overall framework for Related Party Transactions (RPTs), the Policy on dealing with the RPTs, the policy on materiality of RPTs and the criteria for granting omnibus approval in line with the policy of dealing with RPTs in accordance with provisions of the Companies Act,2013 and Clause 49 of the listing agreement. 3.2 Nomination & Remuneration Committee The Board of Directors of the Company has constituted a Nomination & Remuneration Committee which amongst others is responsible for determining the Company s policy on specific remuneration package for Executive Directors including any compensation payment. During the financial year ended 31 st March, 2015, the Nomination & Remuneration Committee met 3 (three) times on , and The following are members of the Committee and their attendance at the Committee Meeting held during the financial year ended 31 st March, Name of Director Shri M P Shukla Shri Y L Agarwal (up to 18 th March, 2015 ) Status Member (Chairman from 1 st April, 2014 to 29 th April, 2014) Chairman (w.e.f. 30 th April, 2014 to 18 th March, 2015) No. of Meetings Held Attended Dr. R M Kastia Member 3 2 Smt. Bela Banerjee (w.e.f. 19 th March, 2015) Chairman (w.e.f. 19 th March, 2015) 0 0 The terms of reference of this Committee amongst others includes the following:- To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and to recommend to the Board their appointment and/ or removal. To carry out evaluation of every Director s performance. To formulate the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, key managerial personnel and other employees. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable. To perform such other functions as may be necessary or appropriate for the performance of its duties. In compliance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 27th January, 2015 formulated the Nomination and Remuneration Policy and the policy on Board Diversity of the Company on the recommendation of Nomination & Remuneration Committee. 48

5 Nomination & Remuneration Policy of the Company The Nomination & Remuneration Policy of Himachal Futuristic Communications Ltd. (the Company ) is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The Policy emphasize on promoting talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The policy reflects the Company s objectives for good corporate governance as well as sustained long term value creation for shareholders. The guiding principle is that the remuneration and the other terms of employment should effectively help in attracting and retaining committed and competent personnel. While designing remuneration packages, industry practices and cost of living are also taken into consideration The details of remuneration paid to the Executive and Non-Executive Directors during the financial year are given below:- (Amount in `) Name of Director Salary Allowances Perks etc. Contribution Sitting Fee Total to PF Category A - Executive Directors Shri Mahendra Nahata 1,20,00,000 58,06,050 21,98,686 14,40,000-2,14,44,736 Managing Director Shri Arvind Kharabanda Director (Finance) 31,30,000 23,94,776 3,77,441 3,75,600-62,77,817 Category B Nominee Director (Non-Executive Directors) Shri S G Nadkarni ,000 40,000 Nominee Director (ceased to be a Director w.e.f ) Shri Rajiv Sharma Director (Appointed as a Nominee Director w.e.f ) ,000 60,000 Category C Non-Executive Independent Directors/ Non-Executive Directors Shri M P Shukla ,00,000 3,00,000 Chairman Shri Y L Agarwal ,25, ,000 Director (ceased to be a Director w.e.f ) Dr. R M Kastia ,65,000 1,65,000 Director Smt. Bela Banerjee ( appointed as a Director w.e.f ) ,000 30,000 The non-executive directors were paid sitting fee of `10,000/- for every Board / Committee meeting attended by them up to The Board of Directors increased the payment of sitting fees from `10,000/- to `15,000/- (excluding service tax) w.e.f Details of pecuniary relationship/transactions of the Non- Wholetime Directors/ their Firms & Companies vis-a-vis the Company during the financial year Nil 3.4 Stakeholders Relationship Committee Pursuant to provisions of Section 178(5) of the Companies Act, 2013, the existing Share Transfer & Investors Grievance Committee was renamed as Stakeholders Relationship Committee by the Board at their meeting held on 30 th April, The scope of the Stakeholders Relationship Committee shall remain the same as that of existing Share Transfer & Investors Grievance Committee. The Committee consists of one Non-Executive Independent Director, one Non-Executive Director and one Wholetime Director and is chaired by the Non- Executive Independent Director. This Committee looks into transfer and transmission of shares/debentures/bonds etc., issue of duplicate share certificates, issue of shares on rematerialisation, consolidation and sub-division of shares and investors grievances. This Committee particularly looks into the investors grievances and oversees the performance of the Share Department /Share Transfer Agent and to ensure prompt and efficient investors services. During the financial year ended 31 st March, 2015, the Stakeholders Relationship Committee met 4 (four) times on , , 49

6 Himachal Futuristic Communications Limited Annual Report and The followings are the members and their attendance at the Committee Meeting: Name of Director Status No. of Meetings Held Attended Shri M P Shukla Chairman 4 4 Dr. R M Kastia Member 4 2 Shri Arvind Kharabanda Member 4 4 More details on share transfers, investors complaints etc. are given in the shareholders information section of this report. The Board has delegated powers of share transfer and dematerialisation to Shri Manoj Baid, Company Secretary to expedite the process of share transfer/ dematerialisation work. 3.5 Corporate Social Responsibility (CSR) Committee The Board of Directors of the Company at their meeting held on 30 th April, 2014 has constituted a Corporate Social Responsibility (CSR) Committee as required under the Companies Act, 2013 and Listing Agreement. The Board of Directors of the Company at their meeting held on 18 th March, 2015 approved the CSR policy of the Company on the recommendations of CSR Committee. The details of the CSR initiatives of the Company have been given in the Directors Report which forms part of the Annual Report. The CSR policy has been placed on the website of the Company and can be accessed through the following links: The composition of the Corporate Social Responsibility Committee as at 31 st March, 2015 and the details of Members participation at the Meetings of the Committee are as under: Name of Director Status No. of Meetings Held Attended Shri Mahendra Nahata Chairman 1 1 Shri M P Shukla Member 1 1 Shri S G Nadkarni (up to ) Shri Rajiv Sharma (w.e.f ) Member 0 0 Member 1 1 The composition of CSR Committee is in line with the provision of Section 135 of the Companies Act, Risk Management Committee The Company has formulated a Risk Management Committee at their Board Meeting held on 17 th October, 2014 as required under clause 49 of the Listing Agreement. The Board has defined the roles and responsibilities of the Risk Management Committee in accordance with the provisions of the clause 49 of the Listing Agreement. The composition of the Risk Management Committee are as under : Name of Director Shri Mahendra Nahata Shri M P Shukla Shri Arvind Kharabanda Status Chairman Member Member Roles and Responsibilities of the Committee includes the followings: Framing of Risk Management Policy. Overseeing implementation of Risk Management Plan and Policy. Monitoring of Risk Management Plan and Policy. Validating the process of risk management. Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes. Performing such other functions as may be necessary for the performance of its oversight function. 4. General Body Meetings Location and time where General Meetings held in the last 3 years is given below: YEAR AGM/ EGM AGM Mushroom Centre, Solan AGM Mushroom Centre, Solan AGM Mushroom Centre, Solan LOCATION DATE TIME :30 P.M :00 A.M :00 A.M. The following resolutions were passed as Special Resolutions in previous three years AGMs/ EGMs:- YEAR AGM/EGM SUBJECT MATTER OF SPECIAL RESOLUTIONS Date TIME AGM Authorizing the Board of Directors to borrow money form time to time under section 180 (1) (c) Authorizing the Board of Directors to provideg security under section 180 (1) (a) AGM Increase in remuneration of Shri Mahendra Nahata, Managing Director Waiver of excess remuneration paid to Shri Mahendra Nahata, Managing Director Waiver of excess remuneration paid to Shri Arvind Kharabanda, Director (Finance) Waiver of excess remuneration paid to Dr. R M Kastia AGM Re-appointment of Shri Mahendra Nahata, Managing Director Re-appointment of Shri Arvind Kharabanda, Director (Finance) :30 P.M :00 A.M :00 A.M. 50

7 Postal Ballot During the year under review, Company passed one special resolution through postal ballot for alteration of main object clause of the Memorandum of Association of the Company. The last date of the receipt of the postal ballot from the shareholders was 17 th January, The Company has also offered e-voting facility as an alternate mode of voting to its members. The voting period commenced at 10:00 AM on 19 th December, 2014 and concluded at 10:00 AM on 17 th January, The Company has appointed Mr. Baldev Singh Kashtwal, Practicing Company Secretary, holding Membership No FCS 3616 and Certificate of Practice No 3169 as the Scrutinizer for conducting the postal ballot in a fair and transparent manner. Mr. Baldev Singh Kashtwal had submitted his report on 20 th January, The result of the postal ballot was as under: Sl. No. Particulars No. of Ballots No. of votes % of total valid votes cast 1 Total votes cast 1, ,906, Invalid votes , Valid votes cast 1, ,213, Votes in favour 1, ,148, of the resolution 5 Votes against the resolution 75 64, In the light of the aforesaid voting, the Special Resolution, as contained in the Postal Ballot Notice dated 29th November, 2014, was declared Passed with the requisite majority. None of the business proposed to be transacted in the ensuing Annual General Meeting (AGM) require passing a Special Resolution through postal ballot. 5. Disclosures on materially significant related party transactions that may have potential conflict with the interest of the Company at large. None of the materially significant transactions with any of the related parties were in conflict with the interest of the Company. Attention of the members is drawn to the disclosures of transactions with related parties set out in note no. 43 of the Standalone Financial Statements forming part of the Annual Report. 6. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange(s) or SEBI or any statutory authorities, on any matter related to capital markets, during the last three years. None. 7. Vigil Mechanism and Whistle-Blower Policy of the Company The Board of Directors of the Company has adopted Whistle Blower Policy. The management of the Company, through this policy envisages to encourage the employees of the Company to report to the higher authorities any unethical, improper, illegal or questionable acts, deeds and things which the management or any superior may indulge in. This Policy has been circulated to employees of the Company and is also available on Company s Website. No employee of the Company is denied access to the Audit Committee. 8. Extent to which mandatory requirements have not been complied with Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement. 9. Extent to which non mandatory requirements have been complied with i) Separate Post of Chairman and CEO: The Chairman of the Board is Non Executive Independent Director and his position is separate from that of Managing Director. ii) Reporting of Internal Auditor: The Internal Auditor has direct access to Audit Committee. 10. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s. Baldev Singh Kashtwal, Practising Company Secretary holding Membership no. FCS 3616 and CP no was appointed as the Secretarial Auditor of the Company to carry out the secretarial audit for the year ending 31 st March, A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed to Director s Report as ANNEXURE B which forms the part of Annual Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report. 11. Secretarial Certificates (i) Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half- yearly basis, have been issued by a Company Secretary in-practice for due compliance of share transfer etc. formalities by the Company. (ii) A Company Secretary in-practice carries out a reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited ( Depositories ) and the total issued and listed capital. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form and total number of shares in dematerialised form held with Depositories. 12. CEO & CFO certification The Managing Director, Director (Finance) and Chief Finance Officer (CFO) give annual certifications on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. 13. Means of Communications This is being done through quarterly / half yearly and annual results, which are being published in premier English and Hindi daily newspapers. The Company s website contains Annual Reports, Financial Results, Shareholding Pattern, various policies etc. All periodical compliance filings like shareholding pattern, corporate governance report etc. are filed electronically on NSE Electronic Application Processing System (NEAPS) and BSE Corporate Compliance and Listing Centre. Management Discussions and Analysis forms part of the Directors Report, which is posted to the Shareholders of the Company. 14. Code of conduct for Board Members and Senior Management Personnel The Company has adopted a Code of Conduct for Directors and Senior Management Personnel and the same has been posted on the Company s website. The Directors and the Senior Management Personnel affirm the Compliance of the Code annually. A certificate to this effect is attached to this Report duly signed by the Managing Director. 15. Shares/Convertible Instruments held by Non- Executive Directors Nil 51

8 Himachal Futuristic Communications Limited Annual Report Shareholders Information 1. Date and venue of Annual General Meeting 30 th September, 2015 at 10:00 A.M. at Mushroom Centre, Chambaghat, Solan (H.P.) 2. Financial Year 1 st April, 2014 to 31 st March, Date of Book Closing 24 th September, 2015 to 29 th September, 2015 (both days inclusive) 4. Dividend Payment Date Not Applicable 5. Listing on Stock Exchanges in India BSE Ltd Phiroze Jeejeebhoy Towers Dalal Street Mumbai Tel : Fax : National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor Plot No. C/1, G Block Bandra Kurla Complex Bandra (East) Mumbai Tel : Fax : The Company has paid the listing fees to the above Stock Exchange (s) for the financial year Registered Office 8, Electronics Complex Chambaghat Solan (H.P.) Tel : /44 Fax : Corporate Office 8, Commercial Complex Masjid Moth, Greater Kailash - II New Delhi Tel : Fax : Plant Locations Telecom Equipment Plant Electronics Complex Chambaghat Solan (H.P.) Tel : /44 Fax : Optical Fibre Cable Plant L 35-37, Industrial Area, Phase - II Verna Electronic City, Salcete Goa Tel : Fax : CIN L64200HP1987PLC Website/ / secretarial@hfcl.com & investor@hfcl.com 11. Name of Newspapers in which results are generally published Economic Times, Indian Express, Jansatta, Dainik Tribune 12. Depositories National Securities Depository Ltd. 4th Floor, A Wing, Trade World Kamla Mills Compound Senapati Bapat Marg, Lower Parel Mumbai Tel : Fax : Central Depository Services (India) Ltd. Phiroze Jeejeebhoy Towers 28th Floor, Dalal Street Mumbai Tel : Fax : ISIN INE548A

9 14. Share Transfer in physical form and other communication regarding share certificates, dividends and change of address etc., to be sent to: M/s. MCS Share Transfer Agent Limited F-65, 1 st Floor, Okhla Industrial Area, Phase-I New Delhi Tel : Fax : admin@mcsregistrar.com 15. Share Transfer System: Shares sent for physical transfers are generally registered and returned within a period of 15 days from the date of receipt if the documents are clear in all respects. The Stakeholders Relationship Committee meets as often as required. The Total Number of shares transferred in physical form during the financial year : Number of transfers 14 Number of Shares Investors complaints received during the financial year : Nature of Complaints Received Attended Non receipt of Annual Reports 9 9 Non-receipt of dividend 6 6 Issue of Duplicate shares 3 3 Reduction of Share Capital Others 8 8 Total The Company has attended to the investor s grievances/ correspondence within a period of 15 days from the date of receipt of the same during the financial year except in cases which are constrained by disputes and legal impediments. There were no investor grievances remaining unattended/pending as at 31st March, The Board in its meeting held on 31st October, 2006 has designated Shri Manoj Baid, Company Secretary as the Compliance Officer. 17. Distribution of shareholdings as on 31st March, 2015 No. of Equity held (`) No. of Shareholders % of Shareholders Shares Amount (`) % of Shareholdings Up to & above Clearing Members TOTAL Categories of Shareholding as on 31 st March, 2015: Sl. No. Category Shares % A Promoters Holding 1 Indian Promoters Foreign Promoters - - Sub Total (A) B Public Shareholding 1 Institutional Investors - - a) Mutual Funds & UTI b) Banks, Financial Institutions, Insurance Companies (Central/ State Government Institutions/Non-Government Institutions) c) Foreign Institutional Investors Sub Total (B1) Non Institutional Investors a) Private Corporate Bodies b) Indian Public c) NRIs d) Any Other i) Foreign Banks ii) Trusts iii) OCBs iv) Foreign Nationals v) Clearing Members Sub Total (B2) Total Public Shareholding (B = B1+B2) C Shares held by Custodian and against which depository receipts - - have been issued GRAND TOTAL (A+B+C)

10 Himachal Futuristic Communications Limited Annual Report Top ten shareholders of the Company as on March 31, 2015: Sl. No. Name of Shareholders No. of Shares held % 1. ANM Enginnering & Works Private Limited* NextWave Communications Private Limited IDBI Bank Limited Reliance Industrial Investments and Holdings Limited MKJ Enterprises Limited Oriental Bank of Commerce State Bank of India Maryada Barter Private Limited Infotel Telecom Infrastructure Private Limited MV SCIF Mauritius * Merged with MN Ventures Private Limited w.e.f. 22 nd June, Dematerialisation of shares: The Company s shares are compulsorily traded in dematerialised form as per SEBI Guidelines. As on 31 st March, 2015, 99.96% of the equity shares have been dematerialised. 21. Outstanding GDRs / ADRs or any Convertible Instruments, conversion date and any likely impact on equity: Outstanding GDRs as on 31 st March, 2015 : NA 22. Stock Market Price Data on NSE and NIFTY Index: (in `) Month NSE NIFTY INDEX Highest Lowest Highest Lowest April, May, June, July, August, September, October, November, December, January, February, March, Stock Codes: BSE : & NSE : HFCL 24. Financial Calendar (tentative and subject to change) : Financial Reporting for the first quarter ending 30 th June, 2015: Second week of August, 2015 Financial Reporting for the second quarter and half year ending 30 th September, 2015: Second week of November, 2015 Financial Reporting for the third quarter ending 31 st December, 2015 : Second week of February, 2016 Audited Accounts for the year ending 31 st March, 2016 : Last week of May, 2016 Annual General Meeting for the year ending 31 st March, 2016: September,

11 Declaration Regarding Compliance of Code of Conduct I, Mahendra Nahata, Managing Director of Himachal Futuristic Communications Ltd. hereby declare that all Board Members and Senior Management Personnel have affirmed compliance of the Code of Conduct as on 31st March, sd/- Place: New Delhi Date : 17 th August, 2015 (Mahendra Nahata) Managing Director Certificate on Corporate Governance To The Members of HIMACHAL FUTURISTIC COMMUNICATIONS LIMITED 1. We have examined the compliance of conditions of Corporate Governance by Himachal Futuristic Communications Limited ( the Company ) for the period ended 31st March, 2015, as stipulated in clause 49 of the Listing Agreement of the said with various Stock Exchanges (hereinafter referred to as the agreement ). 2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. 3. In our opinion and based on our review and to the best of our information and according to the explanations given to us, we certify that the conditions of the Corporate Governance as stipulated in the Clause 49 of the agreement have been complied with in all material aspects by the Company. 4. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For KHANDELWAL JAIN & CO. Firm Registration No W Chartered Accountants (Manish Singhal) Partner Membership No.: Place: New Delhi Date: 17 th August,